Filed by Tritium DCFC Limited pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Decarbonization Plus Acquisition Corporation II
Commission File No.: 001-40000
The following is a transcript of an interview that was given by Jane Hunter to CNBC International on May 26, 2021:
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Will:
Just firstly, in terms of the decision to go down this SPAC route, and perhaps not a direct listing yourselves, or go down the IPO route, why was it that you decided to partner with the SPAC to get this done?
Jane Hunter:
Yeah, thanks Will, and thanks for having me. Look, the SPAC route really allows us to access a very large source of capital, and help fund our growth and compete globally, which is really important because a number of our competitors already done that. So it’s particularly important for us to keep our market share, and grow our market share.
We already have 20% of European market, 58% of North America, and 10% of Asia Pacific. So we want to keep that, and grow that even further. And that does mean this ability to grow our sales, our factory operations, and continue to compete with our competitors.
Will:
Now you flagged as well that, some of this money is potentially to build out your manufacturing and all of that, like in terms of what that manufacturing then means, because I know that here in Australia, and especially in the United States as well, there is a lot of range anxiety when it does come to EVs. So do you have like a ballpark figure, in the sense of how many of your actual products in terms of these fast charging units, you would need per kilometer, for example, to really deal with that kind of an issue?
Jane Hunter:
Yeah. In a country like Australia, the way that we see it is that, you need to have 50 kilowatt charges in the Metro areas, and that’s really important, that gives you a small top up, you can keep going and get on with your day. On the large highway sites, you need a 350 kilowatt charger, and that gives you 350 kilometres of range in 10 minutes.
So for 50 kilowatt, you get 50 kilometres of range in that 10 minutes. And so we see them as two different markets, and then it’s necessary to have those dotted along the highways, so that every 350 or 250 kilometres, you can just stop in, and get the range that you need to get on with your day.
Speaker 3:
Jane, great to see you, and appreciate your time. Hope you keeping safe wherever you are. I mean for investors out there, one sort of curious thing they’re trying to get a handle on is, why this SPAC deal did not include what is known as a PIPE, which is a private investment in public equity.
Essentially, if you’d done a private placement, would it mean that a bunch of investors could have gotten in at a very affordable level, and made a bunch of money. In this case, it didn’t happen. Why?
Jane Hunter:
Look, we did speak to investors. That was something that we certainly considered, but we didn’t need a PIPE, because Decarbonization is more than $400 million back. And our shareholder group agreed to a minimum cash closing, of close to 200 million, which significantly reduces redemption risk.
Also, our revenue has grown at a compound annual growth rate, CAGR, at 56%, since 2016, as we expand our presence in those major markets, where we have a significant market share, such as the US and Europe, and this revenue growth just helps us to reduce our reliance upon new funds, to implement our growth strategy. So we didn’t need a PIPE.
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Forward-Looking Statements
Certain statements made in this document are “forward-looking statements” with respect to the transaction between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“DCRN”), Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (“Tritium”), and Tritium DCFC Limited, an Australian public company limited by shares (“NewCo”) and including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Tritium and the markets in which it operates, and NewCo’s projected future results. These forward-looking statements generally are identified by the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “targets”, “may,” “will,” “should,” “would,” “will be,” “will continue,” “will likely result,” “future,” “propose,” “strategy,” “opportunity” and variations of these words or similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or are not statements of historical matters are intended to identify forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, guarantees, assurances, predictions or definitive statements of fact or probability regarding future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NewCo’s, Tritium’s or DCRN’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to complete the business combination in a timely manner or at all (including due to the failure to receive required shareholder approvals, or the failure of other closing conditions such as the satisfaction of the minimum trust account amount following redemptions by DCRN’s public stockholders, the waiver or expiration of a Tritium shareholder’s right to acquire Tritium under the shareholder’s deed in relation to Tritium and the receipt of certain governmental and regulatory approvals), which may adversely affect the price of DCRN’s securities; the inability of the business combination to be completed by DCRN’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by DCRN; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction; the inability to recognize the anticipated benefits of the proposed business combination; the inability to obtain or maintain the listing of NewCo’s shares on a national exchange following the proposed business combination; costs related to the proposed business combination; the risk that the proposed business combination disrupts current plans and operations, business relationships or business generally as a result of the announcement and consummation of the proposed business combination; NewCo’s ability to manage growth; NewCo’s ability to execute its business plan and meet its projections; potential disruption in NewCo’s employee retention as a result of
the transaction; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving NewCo, Tritium or DCRN, including in relation to the transaction; changes in applicable laws or regulations and general economic and market conditions impacting demand for Tritium’s or NewCo’s products and services; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in DCRN’s other filings with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statement, and NewCo and DCRN assume no obligation and do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Neither NewCo nor DCRN gives any assurance that either NewCo or DCRN will achieve its expectations.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, DCRN and NewCo, which will be the going-forward public company, intend to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus, and certain other related documents, to be used at the meeting of stockholders to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRITIUM, DCRN, NEWCO AND THE BUSINESS COMBINATION. The proxy statement/prospectus will be mailed to shareholders of DCRN as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov.
Participants in Solicitation
DCRN and its directors and executive officers may be deemed participants in the solicitation of proxies from DCRN’s stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in DCRN is contained in DCRN’s filings with the SEC, including DCRN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021, and is available free of charge at the SEC’s web site at www.sec.gov. Additional information regarding the interests of such participants will be set forth in the Registration Statement for the proposed business combination when available. NewCo and Tritium and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of DCRN in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the Registration Statement for the proposed business combination when available.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
